59453 LEAD ABATEMENT TRAINING SOW.doc

IFB DHSS 0000000050SL

State of Missouri

DEPARTMENT OF HEALTH AND SENIOR SERVICES

Invitation for Bid (IFB) for Lead Abatement Training

BID DUE NO LATER THAN: October 21, 2026 AT 3:00 PM CENTRAL TIME

Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov but may respond by hard copy (see mailing instructions below)

MAILING INSTRUCTIONS:

Print or type IFB Number and Return Due Date (End Date) on the lower left hand corner of the envelope or package. Bids must be in the Department of Health and Senior Services office 920 Wildwood Dr., Jefferson City, MO 65109 by the end date and time.

RETURN BID TO:

(U.S. Mail)

(Courier Service)

Department of Health and Senior Services or Department of Health and Senior Services

Bureau of Procurement Services

Bureau of Procurement Services

P.O. Box 570

920 Wildwood Dr.

Jefferson City, MO 65102-0570

Jefferson City, MO 65109

IFB CONTACT INFORMATION:

PROCUREMENT OFFICER: Nathan Ridenhour

PHONE NO.: (573) 751-6026

EMAIL: Nathan.Ridenhour@health.mo.gov

See “IFB Questions” in Section 1 for appropriate communications during the procurement process.

DELIVER SUPPLIES/SERVICES FREE ON BOARD (FOB) DESTINATION TO THE FOLLOWING ADDRESS:

Missouri Department of Health and Senior Services

Bureau of Environmental Health Services

PO BOX 570, Jefferson City, MO 65102

ATTENTION:

1. After reviewing the Invitation for Bid (IFB), the Vendor must complete and return Exhibit 1, Bid Signature Page and all other necessary exhibits.

2. Due to lead times for obtaining the information needed to complete the various Business Compliance Exhibits herein as explained in the IFB’s Vendor Response Exhibits, Vendors are encouraged to IMMEDIATELY begin securing these verifications.

3. The Vendor must be registered in MissouriBUYS , powered by MOVERS in a “Prospective” or “Spend Authorized” registration status to submit a response. The Vendor must achieve “Approved” registration status in MissouriBUYS (WebProcure/Proactis) and “Spend Authorized” registration status in MissouriBUYS, powered by MOVERS to be considered for a contract award. Reference Section 5.

IFB Organization:

IFB

Attachments

IFB Vendor Response Exhibits

(Return these exhibits with the bid)

BUSINESS COMPLIANCE EXHIBITS

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 Purpose: This document constitutes a request for competitive, sealed bids for the provision of Lead Abatement Training as set forth herein for Department of Health and Senior Services (hereinafter referred to as “Department/state agency”).

1.2 Background and Historical Usage Information:

1.2.1 The Missouri Department of Health and Senior Services requires individuals conducting lead-based paint activities (abatement, inspection, and risk assessment) in target housing and child-occupied facilities to be trained and licensed. The trainers are accredited to ensure quality, and provide individuals with the requirements they must follow with specific work practices ensuring that lead hazards are safely addressed.

1.2.2 The Missouri Department of Health and Senior Services’ lead-based paint activities regulations protect the public from hazards of improperly conducted lead-based paint activities. They contain several elements, including:

1.2.3 Training and licensing requirements to ensure the proficiency of individuals who offer to conduct lead-based paint inspection, risk assessment, and abatement services in residences and child-occupied facilities.

1.2.4 Accreditation requirements to ensure that training programs provide quality instruction in current and effective work practices.

1.2.5 Work practice standards to ensure that lead-based paint activities are conducted safely, reliably, and effectively.

1.3 Current and/or Previous Contract Information:

1.3.1 A current contract(s) exist(s) for the products and/or services being obtained via this IFB.

1.3.2 A copy of the contract can be requested at https://health.mo.gov/about/sunshine-requests.php. Please reference the contract number KQ240054483 when requesting this document.

1.3.3 State Expenditures: The Missouri Accountability Portal (MAP) located on the Internet at: http://mapyourtaxes.mo.gov/MAP/Expenditures/ provides financial data related to the purchase of the services under the contract. Be sure to read the information provided in the site information and disclaimer links: https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm and https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm#disclaimer. Then search by the contract numbers shown above when searching for the financial information.

1.4 IFB Questions:

1.4.1 Procurement officer is Single Point of Contact for Solicitation: Vendors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the IFB, the evaluation, etc., to the procurement officer indicated on the first page of this IFB. It is preferred that questions be emailed to the procurement officer.

a. Except as noted herein, Vendors and their agents are instructed not to contact any other state employee regarding any of these matters during the solicitation and evaluation process. Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements. Vendors can be sanctioned for unauthorized contact with any evaluator under 1 Code of State Regulation (CSR) 40-1.060(8)(G) and (H) available at http://www.sos.mo.gov/adrules/csr/csr.asp.

1.4.2 Vendor is Responsible for Asking Questions About the IFB: It is the Vendor’s responsibility to ask questions, request changes or clarifications, or otherwise advise the Department if the Vendor believes that any language, specifications, or requirements are: (1) ambiguous, (2) contradictory or arbitrary, (3) violate any state or federal law or regulation, (4) restrict or limit the requirements to a single source, or (5) restrict or limit the Vendor’s ability to submit a response.

1.4.3 Vendor Question Deadline: Every attempt shall be made to ensure that the Vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all Vendors will be advised, via the issuance of an amendment to the IFB, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than ten (10) calendar days prior to the bid end date and time of the bid. If not received prior to ten (10) calendar days before the bid end date and time, the Department may not be able to fully research and consider the respective questions or issues.

1.4.4 State’s Response to Vendor Questions: Upon the Department’s consideration of questions and issues, if the Department determines that changes are necessary, the resulting changes will be included in a subsequently issued IFB amendment(s); if the Department determines the questions and issues did not provide further clarity to the IFB, the Department will notify the Vendor, and no IFB amendment will be provided. All Vendors will be advised of any change to the IFB’s language, specifications, or requirements by a formal amendment to the IFB. There will be no posted written records of the questions/communications (i.e., formal question/answer document).

1.4.5 IFB is State’s Only Official Position: The only official position of the State of Missouri shall be that which is contained in the IFB and any amendments thereto.

1.5 Amendments:

1.5.1 If the Department determines that changes to the IFB are necessary, the resulting changes will be included in a subsequently issued IFB amendment(s) prior to the bid end date and time.

1.6 Glossary of Terms and Acronyms:

1.6.1 Whenever the following terms and acronyms appear in the IFB document or any amendment thereto, the definitions or meanings described below shall apply.

1.6.2 General Glossary, Acronyms, and Abbreviations:

a. Agency and/or State Agency/Department means the statutory unit of state government in the State of Missouri for which the equipment, supplies, and/or services are being purchased. The Department is also responsible for payment, unless otherwise specified herein. Note: The terms “Department”, “state agency”, “state”, and “State of Missouri” are used interchangeably throughout the document and have the same meaning.

b. Amendment means a written, official modification to a solicitation or contract.

c. Attachment applies to all documents which are included with an IFB to incorporate any informational data or requirements related to the performance requirements and/or specifications.

d. Bid End Date and Time and similar expressions mean the exact deadline required by the IFB for the receipt of sealed bids.

e. Procurement officer means the procurement staff member of the Department.

f. Code of State Regulation (CSR) contains the current administrative rules of executive agencies of Missouri government. The regulations are arranged by agency rather than by subject.

g. Contract means a legal and binding agreement between two or more competent parties, for a consideration for the procurement of equipment, supplies, and/or services.

h. Contractor means a Supplier, bidder, person, or organization who is a successful Vendor as a result of an IFB and who enters into a contract.

i. Exhibit applies to forms which are included with an IFB for the Vendor to complete and submit with their response prior to the specified end date and time.

j. Invitation for Bid (IFB) means the solicitation document issued by the Department to potential Vendors for the purchase of equipment, supplies, and/or services as described in the document. The definition includes the following sections: Introduction and Background Information; Scope of Work; Terms and Conditions (“terms and conditions” and “Terms and Conditions” are used interchangeably throughout the IFB); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information; and the IFB Vendor Response Exhibits, Attachments, and Amendments of the IFB.

k. May means that a certain feature, component, or action is permissible, but not required.

l. Must means that a certain feature, component, or action is a mandatory condition.

m. Party refers to either the State of Missouri or the Contractor as an entity that may enter into a contract pursuant to the terms herein.

n. Pricing Page(s) applies to the form(s) on which the Vendor must state the price(s) applicable for the equipment, supplies, and/or services required in the IFB. The pricing pages must be completed and submitted by the Vendor with the response prior to the specified bid end date and time.

o. Purchase Order means the authorized document issued by the state agency to the Contractor indicating descriptions, quantities, and agreed prices for products and/or services.

p. Reasonable, Necessary or Proper as used herein shall be interpreted solely by the State of Missouri.

q. RSMo (Revised Statutes of Missouri) refers to the body of laws enacted by the Legislature which govern the operations of all agencies of the State of Missouri. Chapter 34 of the statutes is the primary chapter governing the operations of the Department.

r. Shall has the same meaning as the word must.

s. Should means that a certain feature, component and/or action is desirable but not mandatory.

t. State collectively referring to the state government and/or the agencies thereof.

u. Supplier has the same meaning as the word, Vendor.

v. Vendor means the Supplier, bidder, person, or organization that responds to an IFB by submitting a bid with prices to provide the equipment, supplies, and/or services as required in the IFB document.

1.7 Accuracy of Background Information:

1.7.1 Although an attempt has been made to provide accurate and up-to-date information, the State of Missouri does not warrant or represent that the background information provided herein reflects all relationships or existing conditions related to this IFB.

****END OF INTRODUCTION AND BACKGROUND INFORMATION SECTION****

2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The Contractor shall provide Lead Abatement Training for the Department in accordance with the provisions and requirements stated herein and to the sole satisfaction of the Department.

2.1.2 The Contractor shall either provide the services directly or shall provide a person/personnel who must comply with the requirements stated herein. Therefore, references to “the Contractor” throughout this document shall also be deemed to include the person/personnel provided by the Contractor.

2.1.3 The Contractor shall comply with applicable Federal Funds Requirements, as amended by the federal government, which may include some or all of the paragraphs contained in Attachment A, Certifications and Special Provisions, which is attached hereto and incorporated by reference as if fully set forth herein, or other requirements identified by the federal government.

2.1.4 After the award, unless otherwise stated in this contract, the Contractor shall use the below information for any correspondence regarding this contract:

Program Name: Lead License Program

Program Contact: Lead License Program Manager

Address: P.O. Box 570, Jefferson City, MO 65102-0570

Phone: 573-526-5873

Email: lead@health.mo.gov

2.1.5 Contractor’s Obligation: Unless otherwise specified herein, the Contractor shall furnish all material, labor, facilities, equipment, and supplies necessary to perform the services required herein.

2.2 Minimum Experience Requirements:

2.2.1 The Contractor must meet or exceed the following minimum experience requirements at the time of bid submission and for the duration of the contract:

a. The Contractor shall have at least three (3) years’ experience conducting lead abatement trainings.

2.3 Personnel Qualifications:

2.3.1 The Contractor shall include the following personnel to administer and perform the contract requirements:

a. Project Team:

1) The Contractor’s personnel shall have at least three (3) years’ experience conducting lead abatement trainings.

b. Contact Person: The Contractor shall designate a contact person who shall serve as the Contractor’s contact and shall be the liaison between the Contractor and the Department. By no later than five (5) state business days after authorization by the Department to proceed with services, the Contractor shall provide the Department with the name, address, email address, and telephone number of the Contractor’s contact person. The Contractor’s contact person shall (1) oversee all services being provided, (2) assume responsibility and liability for services performed per the contract, and (3) serve as the primary point of contact with the Department.

2.4 DELIVERABLES:

2.4.1 The Contractor shall provide Lead Abatement Training Courses at the Department’s Jefferson City central office.

a. With prior approval from the Department, the Contractors trainings can be at another location other than Jefferson City or online.

2.4.2 The Contractor shall provide the following courses on an as needed, if needed basis in accordance with 19 CSR 30-70.330 through 19 CSR 30-70.380:

a. Lead Abatement Supervisor Initial

b. Lead Abatement Supervisor Refresher

c. Lead Inspector Initial

d. Lead Inspector Refresher

e. Lead Risk Assessor Initial

f. Lead Risk Assessor Refresher

g. Renovation, Repair, and Painting/Lead-Safe Work Practices

h. Renovation, Repair, and Painting/Lead-Safe Work Practices Refresher

2.5 Reporting and Recordkeeping Requirements:

2.5.1 If the Contractor develops any copyrighted material as a result of this contract, the Department shall have a royalty-free, nonexclusive and irrevocable right to publish or use, and to authorize others to use, the work for Department purposes or the purpose of the State of Missouri.

2.5.2 The Contractor shall provide reports to the Department upon request, the Department will provide the reports requirements and due date at that time.

2.5.3 Monitoring: The Department reserves the right to monitor the Contractor during the contract period to ensure financial and contractual compliance.

a. If the Department deems a Contractor to be high-risk, the Department may impose special conditions or restrictions on the Contractor, including but not limited to the following:

1) withholding authority to proceed to the next phase of the project until the Department receives evidence of acceptable performance within a given contract period;

2) requiring additional, more detailed financial reports or other documentation;

3) additional project monitoring;

4) requiring the Contractor to obtain technical or management assistance; or

5) establishing additional prior approvals from the Department.

b. The Department may impose special conditions or restrictions at the time of the contract award or at any time after the contract award. The Department will provide written notification to the Contractor prior to the effective date of the high-risk status.

2.5.4 Retention of Records and Documents: Unless specified in writing as a shorter period of time, the Contractor shall preserve and make available with no limitation all books, documents, papers, and records involving transactions related to the contract for a period of ten years from the date of the cancellation, expiration, or termination of the contract. Records and supporting documentation under audit or involved in litigation shall be kept for two years following the conclusion of the litigation or audit. During the contract period, access to these items shall be provided through a vehicle specified by the Department. During the post contract period delivery and access to these items shall be at no cost to the Department.

2.5.5 Records: The Contractor must maintain financial and accounting records and evidence pertaining to the contract in accordance with accepted standard accounting principles or International Financial Reporting Standards (IFRS).

a. Once annually, or otherwise as reasonably required by the state, the Contractor shall make all such records, books, and other documents relevant to the contract available to the state, its designees, and the Missouri State Auditor in a commercially reasonable format acceptable to the state at all reasonable times during the term of the contract and for five (5) years after the cancellation, expiration, or termination of the contract or for any longer period of time required by law. The state will provide a minimum of fourteen (14) calendar days’ notice and will coordinate with the Contractor regarding the scope of the audit.

b. The Contractor shall permit the Missouri State Auditor’s Office, federal auditors and authorized representatives of the State of Missouri to perform an independent audit or examine, copy, or investigate any of the Contractor’s records, procedures, books, documents, papers, and records recording receipts and disbursements of any of the funds paid to the Contractor only for services performed under the contract. Failure to retain adequate documentation for any service billed may result in recovery of payments for services not adequately documented. Any audit exception noted by auditors shall not be paid by the state and shall be the sole responsibility of the Contractor. However, the Contractor may contest any such exception by any legal procedure.

c. The state shall not designate any individual, entity, or firm to conduct the audit that is a competitor of the Contractor. Any audit conducted or records reviewed under this provision shall be limited to services provided to State of Missouri and shall not require the Contractor to disclose information pertaining to any other customer or client of the Contractor.

d. The services required herein are not intended to be an audit, examination, attestation, special report or agreed-upon procedures engagements as those services are defined in the American Institute of Certified Public Accounts (AICPA) literature applicable to such engagements conducted by independent auditors. Accordingly, these services shall not result in the issuance of a written communication to third parties by the Contractor directly reporting on financial data or internal control or expressing a conclusion or any other form of assurance. The Contractor shall maintain a copy of the work products for documentation purposes for the AICPA.

2.6 Budget:

2.6.1 The Department will reimburse the Contractor for an amount not to exceed the total contract amount for only the allowable costs in the budget categories stated on the Pricing Page, Exhibit 3, which is attached hereto and is incorporated by reference as if fully set forth herein.

2.6.2 If the Contractor identifies specific needs within the Scope of Work, the Contractor may rebudget up to 10% of the total budget between object class categories of the budget without obtaining prior written approval of the Department. The Contractor and the Department must agree to a written contract amendment for any other rebudgeting.

2.6.3 The Contractor shall maintain records for salary and wages charged under the contract that accurately reflect the work performed.

2.6.4 The Contractor shall follow competitive procurement practices.

2.7 Electronic Funds Transfer, Invoicing, and Payment Requirements:

2.7.1 Electronic Funds Transfer (EFT): The State of Missouri will submit contract payments to the Contractor at the remittance address listed in the Contractor’s MissouriBUYS supplier registration. However, the Contractor understands and agrees the state reserves the right to make contract payments to the Contractor through electronic funds transfer (EFT). Therefore, prior to any payments becoming due under the contract, the Contractor must verify and update, if applicable, their supplier registration with their current remittance address and ACH-EFT payment information at https://MissouriBUYS.mo.gov.

2.7.2 Invoicing: The Contractor shall submit itemized invoices monthly. Invoices shall be due by the last day of the month following the month in which the Contractor provided services under the contract. The Contractor shall perform the services prior to invoicing the Department.

a. The Contractor shall invoice the Department on the Contractor’s original descriptive business invoice form and submit the invoice to the following address:

Program Name: Missouri Department of Health and Senior Services

Program Contact: Bureau of Environmental Health Regulation and Licensure

Address: P.O. Box 570, Jefferson City, MO 65102-0570

Phone: 573-526-5873 Or email: Lead@health.mo.gov

b. The Contractor shall use uniquely identifiable invoice numbers to distinguish an invoice from a previously submitted invoice and shall include on the invoice the remittance address listed in the Contractor’s MissouriBUYS (WebProcure/Proactis) Vendor registration.

c. The invoice number will be listed on the state’s EFT amendment record to enable the Contractor to properly apply state payments to invoices. The Contractor must comply with all other invoicing requirements stated in the IFB.

d. The Contractor shall not invoice federal or state taxes unless otherwise required under law or regulation.

2.7.3 Payment:

a. Payments are due upon receipt of a valid itemized invoice, payable in 30 calendar days. All invoices for equipment, supplies, and/or services purchased by the State of Missouri shall be subject to late payment charges as provided in section 34.055, RSMo.

b. The Contractor shall submit the final itemized invoice within thirty (30) calendar days after the contract ending date. The Department shall have no obligation to pay any invoice submitted after the due date.

c. The State of Missouri does not pay state or federal taxes unless otherwise required under law or regulation.

d. The State of Missouri assumes no obligation for equipment, supplies, and/or services shipped or provided in excess of the quantity ordered. Any unauthorized quantity is subject to the state's rejection and shall be returned at the Contractor's expense.

e. The Contractor may obtain detailed information for payments issued for the past 24 months from the State of Missouri’s central accounting system (SAM II) on the Vendor Services Portal at https://www.Vendorservices.mo.gov/Vendorservices/Portal/Default.aspx.

2.7.4 Inspection and Acceptance Specifications: For purposes of acceptance, no equipment, supplies, and/or services received by the state pursuant to a contract shall be deemed accepted until the state has had reasonable opportunity to inspect said equipment, supplies, and/or services.

a. All equipment, supplies, and/or services which do not comply with the specifications and/or requirements or which are otherwise unacceptable or defective may be rejected by the state. In addition, all equipment, supplies, and/or services which are discovered to be defective or which do not conform to any warranty of the Contractor upon inspection (or at any later time if the defects contained were not reasonably ascertainable upon the initial inspection) may be rejected.

b. The State of Missouri reserves the right to return any such rejected shipment at the Contractor's expense for full credit or replacement and to specify a reasonable date by which replacements must be received.

c. The State of Missouri's right to reject any unacceptable equipment, supplies, and/or services shall not exclude any other legal, equitable or contractual remedies the state may have.

2.7.5 If the Department denies a request by the Contractor for payment, the Department will provide the Contractor with written notice of the reason(s) for denial.

2.7.6 Notwithstanding any other payment provision of this contract, if the Contractor fails to perform required work or services, fails to submit reports when due, or is indebted to the United States government, the Department may withhold payment or reject invoices under this contract.

2.7.7 If the Contractor is overpaid by the Department the Contractor, upon notification by the Department, shall provide the Department (1) with a check payable as instructed by the Department or (2) deduct the overpayment from the invoice(s) as requested by the Department.

2.7.8 The total payments and reimbursements to the Contractor for all services and expenses shall not exceed the fixed prices stated on the Exhibit 3, Pricing Pages.

2.7.9 If the Department used a federal grant to pay the Contractor, the Catalog of Federal Domestic Assistance (CFDA) number assigned to the grant and the dollar amount paid from the grant is available on the State of Missouri Vendor Services Portal under the Vendor Payment section at https://www.Vendorservices.mo.gov/Vendorservices/Portal/Default.aspx. The CFDA name is available at https://sam.gov/content/assistance-listings.

2.7.10 Other than the payments and reimbursements specified in the contract, no other payments or reimbursements shall be made to the Contractor.

****END OF SCOPE OF WORK SECTION****

3. TERMS AND CONDITIONS SECTION

3.1 Applicable Laws and Regulations:

3.1.1 The contract shall be construed according to the laws of the State of Missouri. The Contractor and the State of Missouri must follow all applicable federal, state, and local laws and regulations that apply to the performance of the contract. To the extent that a provision of the contract is contrary to the Constitution or laws of the State of Missouri or of the United States, the provisions shall be void and unenforceable. However, the balance of the contract shall remain in force between the parties unless terminated by consent of both the Contractor and Department.

3.2 Non-Discrimination and Affirmative Action:

3.2.1 The Contractor must comply with applicable federal and state laws and regulations addressing discrimination in employment.

3.3 Americans with Disabilities Act:

3.3.1 In connection with the furnishing of equipment, supplies, and/or services under the contract, the Contractor and all subcontractors shall comply with all applicable requirements and provisions of the Americans with Disabilities Act (ADA), ADA is 42 U.S.C. section 1201, et seq.

3.4 Authorized Personnel/E-Verify:

3.4.1 The Contractor shall be responsible for assuring that all personnel are appropriately qualified and licensed or certified, as required by state, federal or local law, statute or regulation, respective to the services to be provided through this contract; and documentation of such licensure or certification shall be made available upon request.

3.4.2 For work performed under the contract, the Contractor shall only employ personnel authorized to work in the United States in accordance with applicable federal and state laws, including section 285.530, RSMo and Executive Order 07-13. If the Contractor employs personnel not authorized to work in the United States, the state shall have the right to cancel the contract immediately without penalty or recourse, and to pursue any other remedies permitted by the contract or by applicable state or federal law.

3.4.3 Prior to the performance of any services, a Contractor meeting the definition of a business entity in section 285.525, RSMo, shall maintain enrollment and participation in the E-Verify Federal work authorization program with respect to the employees hired after enrollment in the program for work in connection with the contracted services included herein. If the Contractor’s business status changes during the life of the contract to become a business entity as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, then the Contractor shall enroll and participate in the E-Verify program.

3.4.4 The Contractor shall only be required to provide the affidavits required in section 285.530.2, RSMo, to the state on an annual basis. https://purch.oa.mo.gov/Vendor-information/affidavit-work-authorization-annual-renewal

3.4.5 The Contractor shall ensure that its subcontractors comply with section 285.530, RSMo.

3.5 Business Registration:

3.5.1 The Contractor must meet the requirements for conducting business in the State of Missouri, prior to performance of services under the contract, and for the duration of the contract. The Contractor must be registered and maintain good standing with the Secretary of State of the State of Missouri and other regulatory agencies, as may be required by law or regulations. Such business requirements for formation and operation include, but are not limited to, those in Chapters 347-359, RSMo.

3.6 Elected or Appointed Officials and Employees:

3.6.1 Elected or appointed officials or employees of the State of Missouri or any political subdivision thereof, serving in an executive or administrative capacity, must comply with sections 105.452 and 105.454, RSMo, regarding conflict of interest.

3.7 Indemnification:

3.7.1 Unless expressly provided by Missouri law to the contrary, pursuant to the Constitution of the State of Missouri, Article III, section 39, subsections 2 and 5, the state shall not indemnify, hold harmless, or agree in advance to defend, any person or entity.

3.8 Legal Proceedings:

3.8.1 For any legal action or other proceedings, per section 27.050 and section 27.060, RSMo, the Missouri Attorney General is given the authority to represent the State of Missouri’s interests. The venue for any legal proceeding relating to or arising out of the IFB or resulting contract shall be in circuit court for Cole County, Missouri or the United States District Court for the Western District of Missouri, Central Division.

3.8.2 The Contractor and the state agree that if a dispute concerning the contract arises that the parties shall make an attempt to resolve the dispute through informal methods before initiating litigation.

3.8.3 The State of Missouri does not agree to any arbitration. The State of Missouri does not voluntarily agree to the payment of attorneys’ fees. The state may, but is not required to, mediate any dispute arising under the contract, and any Vendor provisions requiring mediation or dispute resolution processes shall not be binding upon the state.

3.9 Invoicing and Payment:

3.9.1 Invoicing and payments must follow section 33.120, section 34.055, and section 8.960, RSMo. All payments shall be made in arrears, unless the requirements of 1 CSR 10-3.010 allow for advance payment of goods or services.

3.10 Non-Appropriation of Funds:

3.10.1 The Contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period. The contract shall not be binding upon the state for any period in which funds have not been appropriated, have been withheld, or have been restricted, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or authority to spend. This includes, but is not limited to, the provisions of the Mo. Const. Article IV, sections 23, 27, 28 and in sections 33.030 and 33.065, RSMo and 1 CSR 10-3.010 (1)(B).

3.11 Work Outside the United States:

3.11.1 Unless work outside the United States is prohibited by the IFB, any work performed outside of the United States for the contract must comply with Executive Order 04-09.

3.12 Open Records:

3.12.1 Pursuant to section 610.021, RSMo, the contract and related documents are available for public review. Pursuant to section 610.021, RSMo, responses and related documents shall not be available for public review until after a contract is executed.

3.13 Protests:

3.13.1 Any bid award protest must be received within ten (10) state business days after the date of award in accordance with the requirements of 1 CSR 40-1.050.

3.14 Record Access:

3.14.1 The Contractor shall grant the State Auditor access to records/items as stated in section 29.235, RSMo.

3.15 State Preferences:

3.15.1 If the Contractor’s awarded bid included state preferences, the Contractor must comply with the rules applicable to those preferences including:

a. Section 34.070 and section 34.073 RSMo for Missouri business preferences;

b. Section 34.074 RSMo and 1 CSR 40-1.050 for Service Disabled Veteran Enterprises;

c. Section 34.165 RSMo and 1 CSR 40-1.050 for Organizations for the Blind/Sheltered Workshops; and

3.16 Taxes:

3.16.1 The Contractor must timely file and pay all Missouri sales, withholding, corporate and any other required Missouri tax returns and taxes, including interest and additions to tax. No contract shall be awarded to a Vendor that does not meet the conditions of section 34.040.7, RSMo.

*****END OF TERMS AND CONDITIONS SECTION*****

4. GENERAL Contractual REQUIREMENTS SECTION

4.1 Contract Definition:

4.1.1 A binding contract shall consist of the following documents:

a. the most current version of the IFB (including all Exhibits and Attachments included in the IFB) as amended by: IFB amendment(s) issued prior to bid closing, and contract amendment(s);

b. the most current version of the Contractor’s bid, state-requested clarification responses, and contract amendment responses, and the Contractor’s documentation; and

c. the Department’s acceptance of the response (bid) by “notice of award”.

4.1.2 The contract expresses the complete agreement of the parties and performance shall be governed solely by the specifications and requirements contained therein.

4.1.3 The Vendor’s response, whether responding to a mandatory requirement or a desired attribute, will be binding upon the Contractor in the event the Vendor’s response is accepted by the state and a contract is awarded.

4.1.4 The Contractor further agrees that the language of the IFB shall govern in the event of a conflict with the Contractor’s response.

4.1.5 The Contractor shall agree to furnish all awarded services specified in the contract, at the prices quoted therein.

4.1.6 A notice of award issued by the State of Missouri does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing services for the State of Missouri, the Contractor must receive a properly authorized purchase order or other form of written authorization to proceed from the state, such as an order form, (in addition to the Department’s “notice of award”).

4.1.7 The Department will sign or “click-through” and accept agreements if required by the Contractor in order to receive services; however, all provisions of such agreements that conflict with the contract shall have no force or effect.

4.2 Contract Amendment:

4.2.1 All changes to the contract must be accomplished by a formal contract amendment executed by both the Contractor and the Department prior to the effective date of such change. No other means shall be used or construed as an amendment or modification to the contract.

4.3 Contract Period:

4.3.1 The original contract period shall be as specified on the cover page and the subsequent Notice of Award of the IFB.

4.3.2 The parties may renew the agreement for two (2) additional one-year periods if mutually agreed to by both parties. Such renewal shall be accomplished in writing and must be signed by both parties.

a. If the option for renewal is exercised, the Contractor shall agree that the prices for the renewal period shall not exceed the maximum price for the applicable renewal period stated on the Pricing Page Analysis of the contract.

1) If renewal prices are not provided, then prices during renewal periods shall be the same as during the original contract period.

2) In addition, the Contractor shall understand and agree that renewal period price increases specified in the contract are not automatic. At the time of contract renewal, if the Department determines funding does not permit the specified renewal pricing increase or even a portion thereof, the renewal pricing shall remain the same as during the previous contract period. If such action is rejected by the Contractor, the contract may be terminated, and a new bid process may be conducted. The Contractor shall also understand and agree the Department may determine funding limitations necessitate a decrease in the Contractor’s pricing for the renewal period(s). If such action is necessary and the Contractor rejects the decrease, the contract may be terminated, and a new bid process may be conducted.

4.4 Contract Pricing:

4.4.1 All prices shall be firm, fixed, and as indicated in the Exhibit 3, Pricing Pages. The state shall not pay nor be liable for any other additional costs, including but not limited to taxes, shipping charges, insurance, interest, penalties, termination payments, liquidated damages, attorney fees, etc.

4.4.2 Renewal Pricing: If the option for renewal is exercised by the Department, the Contractor shall agree that the prices for the renewal period shall not exceed the prices for the applicable renewal period stated on the Exhibit 3, Pricing Pages.

a. If renewal prices not provided with the accepted response, then prices during the renewal period shall be the same as the original contract period pricing.

b. In addition, the Contractor shall understand and agree that any renewal period increases specified in the contract are not automatic. At the time of contract renewal, if the state determines funding does not permit the specified renewal pricing increase or even a portion thereof, the renewal pricing shall remain the same as during the previous contract period. If such action is rejected by the Contractor, the contract may be terminated, and a new procurement process may be conducted. The Contractor shall also understand and agree the state may determine funding limitations necessitate a decrease in the Contractor’s pricing for the renewal period(s). If such action is necessary and the Contractor rejects the decrease, the contract may be terminated, and a new procurement process may be conducted.

4.5 Termination for Convenience:

4.5.1 The Department, in its sole discretion, may terminate the obligations of each party under this contract, in whole or in part, effective immediately upon providing written notification to the Contractor if:

a. State and/or federal funds are not appropriated, continued, or available at a sufficient level to fund this contract; or

b. A change in federal or state law relevant to this contract occurs; or

c. A material change of the parties to the contract occurs; or

d. By request of the Contractor.

4.5.2 Each party under this contract may terminate the contract, in whole or in part, at any time, for its convenience without penalty or recourse by providing the following written notice.

a. The Department will provide written notice to the Contractor at least thirty (30) calendar days prior to the effective date of such termination.

b. The Contractor shall provide written notice to the Department at least sixty (60) calendar days prior to the effective date of such termination.

4.5.3 The Contractor shall be entitled to receive compensation for services and supplies delivered to and accepted by the State of Missouri pursuant to the contract prior to the effective date of termination.

4.6 Cancellation for Breach of Contract:

4.6.1 In the event of material breach of the contractual obligations by the Contractor, the Department may cancel the contract. At its sole discretion, the Department may give the Contractor an opportunity to cure the breach or to explain how the breach will be cured. As specified by the Department, the actual cure must be completed within no more than ten (10) state business days from notification, or at a minimum the Contractor must provide the Department within ten (10) state business days from notification a written plan detailing how the Contractor intends to cure the breach.

4.6.2 If the Contractor fails to cure the breach or if circumstances demand immediate action, the Department will issue a notice of cancellation terminating the contract immediately. If it is determined the Department improperly cancelled the contract, such cancellation shall be deemed a termination for convenience in accordance with the contract.

4.6.3 If the Department cancels the contract for breach, the Department reserves the right to obtain the equipment, supplies, and/or services to be provided pursuant to the contract from other sources and upon such terms and in such manner as the Department deems appropriate and charge the Contractor for any additional costs incurred thereby.

4.6.4 The Contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period. The contract shall not be binding upon the state for any period in which funds have not been appropriated or where the funds are withheld by the governor, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or due to the governor’s withholding.

4.7 Incoming and Outgoing Transition:

4.7.1 Incoming Transition: Upon Department authorization to proceed with services, the Contractor shall work with the Department and any other organizations designated by the Department to facilitate an orderly transition of services and responsibilities under the contract and to ensure the continuity of those services required by the Department.

4.7.2 Outgoing Transition: Upon expiration, termination, or cancellation of the contract, the Contractor shall work with the Department and any other organizations designated by the Department to ensure an orderly and smooth transfer of responsibility and continuity of those services required under the terms of the contract. If requested by the Department, the Contractor shall provide and/or perform any or all of the following responsibilities:

a. The Contractor shall deliver, FOB Destination Freight, Prepaid and Allowed, all records, documentation, reports, data, recommendations, or printing elements, etc., which were required to be produced under the terms of the contract to the Department and/or to the Department's designee within seven (7) calendar days after receipt of the written request in a format and condition that are acceptable to the Department.

b. The Contractor shall discontinue providing services or accepting new assignments, on the date specified by the Department, in order to ensure the completion of such service prior to the expiration of the contract.

c. If requested by the state, the Contractor shall agree to continue providing any part or all of the services in accordance with the terms and conditions, requirements and specifications of the contract for a period of up to 180 calendar days (or 60 calendar days in the event of termination by the State of Missouri for breach) after the expiration, termination or cancellation date of the contract for a price not to exceed those prices set forth in the contract. If such request is made by the state, an appropriate contract amendment will be issued.

d. Unless specified elsewhere herein, there shall be no additional costs paid to the Contractor for transition services.

e. The Contractor shall not accept any new clients in behalf of the Department nor be paid for service to any new clients by the Department if service is implemented after the termination or cancellation date of the contract. In the event that services for a client are referred or transferred to another organization, the Contractor shall furnish all records, treatment plans, and recommendations, which are necessary to ensure continuity and consistency of care for the client.

f. If requested in writing via formal contract amendment, the Contractor shall continue providing any part or all of the services in accordance with the terms and conditions, requirements and specifications of the contract for a period not to exceed sixty (60) calendar days after the expiration, termination, or cancellation date of the contract for a price not to exceed those prices set forth in the contract.

1) The contractor must obtain specific written approval from the Department prior to providing continuing services to any client after the termination or cancellation of the contract. The written approval must identify the specific client and contain a date for the termination of service for the client.

2) The decision to allow a client to receive continuing services shall be made by the Department on a case-by-case basis at its sole discretion.

4.8 Contract Assignment:

4.8.1 Any contract assignment, except as noted below, shall require prior written consent by the state, which shall not be unreasonably withheld. However, the Contractor may assign the contract without the state’s prior consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, contingent upon the assignee agreeing to be bound by all of the terms of the contract with the State of Missouri and all past due fees are paid in full. The Contractor must notify the Department of all contract assignments, which shall be addressed in a contract amendment. Any other means of assignment shall be void and of no effect. Subject to the foregoing, the contract shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

4.9 Contractor Liability:

4.9.1 The Contractor shall be responsible for any and all personal injury (including death) or property damage as a result of the Contractor's negligence involving any equipment or service provided under the terms and conditions, requirements and specifications of the contract. In addition, the Contractor assumes the obligation to save the State of Missouri, including its agencies, employees, and assignees, from every expense, liability, or payment arising out of such negligent act.

a. The Contractor also agrees to hold the State of Missouri, including its agencies, employees, and assignees, harmless for any negligent act or omission committed by any subcontractor or other person employed by or under the supervision of the Contractor under the terms of the contract.

b. The Contractor shall not be responsible for any injury or damage occurring as a result of any negligent act or omission committed by the State of Missouri, including its agencies, employees, and assignees.

c. Under no circumstances shall the Contractor be liable for any of the following: (1) third party claims against the state for losses or damages (other than those listed above); (2) loss of, or damage to, the state’s records or data; or (3) economic consequential damages (including lost profits or savings) or incidental damages, even if the Contractor is informed of their possibility.

4.10 Insurance:

4.10.1 The Contractor shall understand and agree that the State of Missouri cannot save and hold harmless and/or indemnify the Contractor or employees against any liability incurred or arising as a result of any activity of the Contractor or any activity of the Contractor's employees related to the Contractor's performance under the contract.